Douglas Bech
About Douglas Bech
Douglas Y. Bech, 79, is the independent Chairman of the Board at Consensus Cloud Solutions (CCSI), serving as a director since October 2021; he brings a securities and corporate finance law background (1970–1997) and is Chairman & CEO of Raintree Resorts International since 1997 . He previously served on the boards of J2 Global (2000–2021), eFax.com (1988–2000), Frontier Oil (1993–2011), and was independent presiding director at HollyFrontier (now HF Sinclair) (2011–2021); he is currently an independent director at Creative Media & Community Trust . CCSI’s Board identifies him as independent under Nasdaq rules and notes his deep managerial and governance experience as rationale for the chair role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raintree Resorts International | Chairman & CEO | 1997–present | Operating leader across hospitality; governance and capital allocation experience |
| Private practice (law) | Securities & corporate finance lawyer | 1970–1997 | Legal, capital markets, corporate governance expertise |
| J2 Global, Inc. | Director | 2000–2021 | Long-standing board oversight prior to CCSI spin-off |
| eFax.com | Director | 1988–2000 | Board role at predecessor business acquired by J2 Global |
| Frontier Oil Corporation | Director | 1993–2011 | Energy sector governance; merged with Holly Corporation |
| HollyFrontier (HF Sinclair) | Independent presiding director | 2011–2021 | Independent board leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Creative Media & Community Trust | Independent Director | 2014–present | Ongoing public company board service |
Board Governance
- Independence: Board determined Bech (and all non-employee directors) are independent; only CEO Turicchi is non-independent .
- Board leadership: Independent Chairman structure; Bech presides over regular executive sessions of independent directors .
- Committees: Compensation (member), Environmental, Social & Corporate Governance (member), Executive (Chair) .
- Attendance: In 2024, Board held 6 meetings; Audit 5; Compensation 5; ESG 4. All incumbent directors attended all Board and committee meetings; all six attended the 2024 annual meeting .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Member | 5 | Uses independent consultant FW Cook; no conflicts |
| ESG | Member | 4 | Oversees nominations, governance, sustainability |
| Executive | Chair | N/A | Acts on behalf of Board between sessions |
| Board (overall) | Independent Chairman | 6 | Presides at executive sessions |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board cash retainer | $50,000 | Paid to non-employee directors |
| Chair of Board cash retainer | $50,000 | Additional retainer for Board Chair |
| Committee chair retainers | Audit: $30,000; Compensation: $20,000; ESG: $20,000 | Not applicable to Bech in 2024–2025 (he did not chair Audit/Comp/ESG) |
| 2024 fees earned (Bech) | $100,000 | Annual + Chair retainer |
| Director Compensation (FY 2024) | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Douglas Bech | 100,000 | 199,994 | 299,994 |
Notes:
- Non-employee directors receive annual RSU grants with $200,000 grant date value, fully vesting on first anniversary .
- As of 12/31/2024, each non-employee director held 7,987 unvested RSUs (these are director-wide counts; Bech included) .
Performance Compensation
| Equity Form | Grant Value | Vesting | Terms |
|---|---|---|---|
| Annual RSUs (Directors) | $200,000 | 100% at 1st anniversary | Aligns director pay with shareholder value; no options disclosed |
Compensation Committee’s pay-for-performance framework (for executives overseen by committee where Bech is a member):
| Metric | 2024 Target | 2024 Achievement | 2024 Payout Weight | Component Payout |
|---|---|---|---|---|
| Organic Revenue (GAAP, excl. in-year M&A) | $345,088,000 | 101.53% | 33% | 133.82% |
| Non-GAAP Net Income | $100,621,000 | 108.48% | 67% | 184.76% |
Comp committee advisor and independence:
- FW Cook serves as independent compensation consultant; provided only committee services; committee concluded FW Cook was independent and conflict-free .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Counterparty Exposure |
|---|---|---|
| Ziff Davis | Prior parent of CCSI; Bech was J2/ Ziff Davis director (2000–2021); Ziff Davis remains a shareholder; Board determined independence of non-employee directors, including Nate Simmons, a Ziff Davis executive | |
| Creative Media & Community Trust | Current independent director | Unrelated to CCSI’s core operations |
| HF Sinclair (HollyFrontier) | Former independent presiding director | No current ties disclosed |
| Frontier Oil | Former director | Historical role; merged in 2011 |
Related-party policy and transactions:
- Strict Related Party Transaction Policy requiring Audit Committee approval for transactions >$120,000 with insiders; post-spin agreements with Ziff Davis disclosed (transition, tax, employee matters, IP license, stockholder/registration rights) . No Bech-specific related-party transactions disclosed.
Expertise & Qualifications
- Legal and capital markets expertise from nearly three decades in securities and corporate finance law .
- CEO/operator experience across hospitality/resort businesses in multiple countries .
- Long-tenured public company board experience and independent board leadership .
- Board’s skills matrix highlights strong financial literacy across Board and executive/operations experience (context for overall Board effectiveness) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Douglas Bech | 61,180 | <1% | Outstanding shares: 19,540,937 (record date 4/16/2025) |
Alignment policies:
- Hedging, short sales, margin accounts, and pledging of CCSI securities are prohibited for directors and employees .
- Insider trading policy in place (referenced in 2024 Form 10-K exhibit) .
Say‑on‑Pay & Shareholder Feedback
| Matter (2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 15,526,874 | 763,634 | 20,918 | 1,078,935 |
Audit ratification passed with 17,363,075 For, 24,502 Against, 2,784 Abstain . Director elections: Bech received 15,854,341 For, 442,361 Against, 14,724 Abstain, 1,078,935 broker non‑votes .
Governance Assessment
- Strengths: Independent Board Chair; supermajority of independent directors; majority vote standard; regular executive sessions led by Bech; full attendance in 2024; robust hedging/pledging prohibitions; formal RPT policy; independent compensation consultant with no conflicts; director equity grants vest annually to reinforce alignment .
- Compensation mix: For Bech, majority of 2024 director pay was equity ($199,994 of $299,994), supporting “skin-in-the-game” without options or complex vehicles .
- Potential conflicts/overboarding: Bech holds one current public company directorship (Creative Media & Community Trust) and serves as Chairman/CEO of a private company; CCSI discloses robust overboarding policies and a stringent RPT process; no Bech-related transactions disclosed .
- Signals: Strong say‑on‑pay support and high director election support indicate current investor confidence; committee oversight of performance metrics (Organic Revenue, Non‑GAAP Net Income) and FY24 achievement/payouts demonstrate active pay‑for‑performance governance where Bech participates on the Compensation Committee .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, attendance shortfalls, option repricing, or consultant conflicts for Bech .